Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes x
No ¨

Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).

Yes
x No ¨

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company x

Indicate by checkmark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act.)

Yes
¨ No x

As of January 18, 2013, the registrant
had 64,761,131 shares of its common stock outstanding.

EXPLANATORY NOTE

On November 15, 2012 Alternative Fuels Americas, Inc. (“Company”)
filed Form 12b-25 to extend the time of filing for its Form 10-Q for the Quarterly Period ended September 30, 2012. Circumstances
beyond the control of the Company resulted in its being unable to file the referenced Form 10-Q on a timely basis.

2

ALTERNATIVE FUELS AMERICAS, INC.

INDEX TO QUARTERLY REPORT

ON FORM 10-Q

Page

Part I – Financial Information

Item 1

Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of September 30, 2012 (unaudited) and December 31, 2011

4

Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2012 and 2011 and for the period from inception to September 30, 2012 (unaudited)

Alternative Fuels Americas, Inc. (“AFAI”,
“Company”) is a development stage company. The Company was incorporated in 1993 and has engaged in a number of businesses.
Its name was changed on May 11, 2007 to NetSpace International Holdings, Inc. (a Delaware corporation) (“NetSpace”).
NetSpace acquired all the capital stock of Alternative Fuels Americas, Inc. (a Florida corporation) in January 2010 and filed a
Certificate of Amendment to the Certificate of Incorporation on October 13, 2010 changing the Company’s name from NetSpace
International Holdings, Inc. to Alternative Fuels Americas, Inc. (a Delaware corporation).

The Company intends to be a “seed
to pump” biofuels company. Operations will be in Latin America and will include growing plants suitable for conversion into
biofuels, extraction of crude oil from plant matter, refining the crude oil into international grade biodiesel, and selling the
refined oil to end users in countries where the oil is produced.

Risks

The Company has been operating since April
2012 with extremely limited available cash. In the three months ended September 30, 2012, the Company raised $62,000 from stockholder
loans. However, the Company desperately needs additional sources of financing. See Note 2. If such financing is not obtained, the
Company may have to curtail its operations.

The Company is subject to all the risks
inherent in an early stage company in the biodiesel industry and has numerous competitors globally. These competitors may have
more substantial resources and be able to succeed in manufacturing products faster than those that are contemplated by the Company’s
plan of operations. Many of these competitors have substantially greater financial and technical resources and production and marketing
capabilities than the Company, primarily in other parts of the world.

NOTE 2 - LIQUIDITY AND GOING CONCERN

The Company’s consolidated financial
statements as of and for the three and nine months ended September 30, 2012 have been prepared on a going concern basis, which
contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The
Company incurred a net loss of $1,361,285 for the year ended December 31, 2011 and $869,341 for the nine months ended September
30, 2012. At September 30, 2012 the Company has a working capital deficiency of $1,969,865 and is totally dependent on its ability
to raise capital. The Company has a plan of operations and acknowledges that its plan of operations may not result in generating
positive working capital in the near future. Although management believes that it will be able to successfully execute its business
plan, which includes third-party financing and capital issuance, and meet the Company’s future liquidity needs, there can
be no assurances in that regard. These matters raise substantial doubt about the Company’s ability to continue as a going
concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this material
uncertainty.

Management recognizes that the Company
must generate additional funds to successfully develop its operations and activities to become a seed to pump biofuels company.
Management plans include:

·

the creation of Special Purpose Vehicles/Entities
with which to generate capital for use in a geographic region,

·

the sale of additional equity and debt
securities,

·

alliances and/or partnerships with entities
interested in and having the resources to support the further development of the Company’s business plan,

·

other business transactions to assure
continuation of the Company’s development and operations.

Theaccompanying unaudited condensed
consolidated financial statements of the Company and the notes thereto have been prepared in accordance with the instructions for
Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange commission (“SEC”). The December 31, 2011
condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required
by accounting principles generally accepted in the United States of America. The unaudited condensed consolidated financial statements
included herein should be read in conjunction with the audited financial statements and the notes thereto that are included in
the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on May 21, 2012.

9

The information presented as of September
30, 2012 and for the three and nine months ended September 30, 2012 has not been audited. In the opinion of management, the unaudited
interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly
the Company’s financial position as of September 30, 2012, the condensed consolidated results of its operations for the three
and nine months ended September 30, 2011 and 2012, and its condensed consolidated changes in net capital deficiency and cash flows
for the nine months ended September 30, 2012. The results of operations for the three and nine months ended September 30, 2011
and 2012 are not necessarily indicative of the results for the full year.

The accompanying consolidated financial
statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have
been eliminated in consolidation.

Use of estimates

The preparation of financial statements
in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates, and the differences could be material

Concentration of credit risk

Financial instruments which potentially
subject the Company to concentrations of credit risk consist principally of cash. Management believes the financial risks associated
with these financial instruments are minimal. The Company places its cash with high credit quality financial institutions and makes
short-term investments in high credit quality money market instruments of short-term duration. The Company maintains its cash in
bank deposit accounts which, at times, may exceed federally insured limits.

Cash and cash equivalents

The Company considers all investments purchased
with original maturities of three months or less to be cash and cash equivalents.

Fair value of financial instruments

The Company follows the provisions of ASC
820. This Topic defines fair value, establishes a measurement framework and expands disclosures about fair value measurements.

The carrying amount of financial instruments
including cash, accounts payable and accrued expenses, and notes payable approximates fair value at December 31, 2011 and September
30, 2012.

Property and equipment

Furniture, fixtures and equipment are stated
at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from
three to five years. Routine maintenance and repairs are charged to expense as incurred, and major renovations or improvements
are capitalized.

Long-lived assets

The Company reviews long-lived assets and
certain identifiable intangibles held and used for possible impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. In evaluating the fair value and future benefits of its intangible assets,
management performs an analysis of the anticipated undiscounted future net cash flow of the individual assets over the remaining
amortization period. The Company recognizes an impairment loss if the carrying value of the asset exceeds the expected future cash
flows. During the year ended December 31, 2011 and the nine months ended September 30, 2012, there were no deemed impairments of
long-lived assets.

Reclassifications

Certain amounts in 2011 were reclassified to conform to the
2012 presentation. These reclassifications had no effect on consolidated net loss for the periods presented.

10

NOTE 4 – DEBT

December 31, 2011

September 30, 2012

Loan payable - stockholder, 8%, due on demand

$

297,050

$

620,300

Convertible note - stockholder, 10%, due April 30, 2013

-

25,000

$

297,050

$

645,300

At the option of the holder the convertible
note may be converted into shares of the Company’s common stock at the lesser of $0.40 or 20% discount to the market price,
as defined, of the Company’s common stock.

NOTE 5 –STOCKHOLDERS’ EQUITY

The Company has 10,000,000 shares of preferred
stock authorized with a par value of $0.001, of which 100,000 shares have been designated as Series C convertible preferred stock
(“Series C” or “Series C preferred stock”). The Board has the authority to issue the shares in one or more
series and to fix the designations, preferences, powers and other rights, as it deems appropriate.

Each share of Series C has 433.9297 votes
on any matters submitted to a vote of the stockholders of the Company and is entitled to dividends equal to the dividends of 433.9297
shares of common stock. Each share of Series C preferred stock is convertible at any time at the option of the holder into 433.9297
shares of common stock.

The Company has 250,000,000 shares of common
stock authorized with a par value of $0.001. Each share of common stock has one vote per share for the election of directors and
all other items submitted to a vote of stockholders. The common stock does not have cumulative voting rights, preemptive, redemption
or conversion rights.

NOTE 6 –LEASES

The Company is obligated under operating
lease agreements for its corporate office, which expires January 2013, and for land in Costa Rica for use in its planting and farming
operations, which expires in 2020. There is an option to extend the Costa Rica lease for an additional 10 years.

Minimum future lease commitments are:

Year ended December 31:

2012

$

4,475

2013

4,700

2014

3,667

2015

4,500

2016

4,500

After 2016

20,250

Total future minimum rental payments

$

42,092

Rent expense was $6,244 for the year ended
December 31, 2011 and $3,600 and $10,800 for the three and nine months ended September 30, 2012, respectively.

NOTE 7 –RELATED PARTY TRANSACTIONS

The Company has a consulting agreement,
renewable annually at its discretion, with a director to assist in developing financing strategies and strategic relationships
with both U.S. and foreign governments. The agreement calls for monthly payments, in cash or stock at the Company’s discretion,
of $10,000.

The Company has agreements covering its
Chief Executive Officer and its Chief Operating Officer positions. Such agreements provide for minimum compensation levels and
are subject to annual adjustment.

The Company’s largest
shareholder has from time to time provided unsecured loans to the Company which are due on demand and bear interest at 8%. At
September 30, 2012 the aggregate amount of the loans was $620,300 and accrued but unpaid interest amounted to $34,201. See
Note 4.

NOTE 8 – COMMITMENTS AND
CONTINGENCIES

The Company has an agrarian Parcel Lease
Agreement with an independent third party giving it the option to lease 1,000 hectares of land in Costa Rica upon which it may
commence a planting and farming program. This option expires in February 2013. By mutual agreement of the parties, the lease may
be expanded to cover up to 5,000 hectares of land. The lease agreement, which would run through March 2030, provides for an initial
semi-annual rental of $350 per hectare ($350,000 annually) for the first five years, increasing by $50 per hectare for each subsequent
five-year period. In addition to planting and farming, crude oil extraction may also be performed on the land.

11

From time to time the Company may become
subject to threatened and/or asserted claims arising in the ordinary course of business. Management is not aware of any matters,
either individually or in the aggregate, that are reasonably likely to have a material adverse effect on the Company’s financial
condition, results of operations or liquidity.

NOTE 9 – SUBSEQUENT EVENTS

The Company evaluates events and transactions occurring
subsequent to the date of the financial statements for the matters requiring recognition or disclosure in the financial statements.

On December 1, 2012, two of the Company’s outside directors
resigned. Replacements have not been selected at January 18, 2013.

12

Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations.

In this Quarterly Report on Form 10-Q,
“Alternative Fuels Americas Inc.”, “AFAI” and the terms “Company”, “we”, “us”
and “our” refer to Alternative Fuels Americas Inc. and its subsidiaries, unless the context indicates otherwise.

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact, including statements regarding guidance, industry prospects or future results of operations or financial
condition, made in this Quarterly Report on Form 10-Q are forward-looking. We use words such as anticipates, believes, expects,
future, intends and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s
current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons, including those
risks described in our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission
(“SEC”) on May 21, 2012, and the risks discussed in other SEC filings. These risks and uncertainties as well as other
risks and uncertainties could cause our actual results to differ significantly from management’s expectations. The forward-looking
statements included in this Quarterly Report on Form 10-Q reflect the beliefs of our management on the date of this report. We
undertake no obligation to update publicly any forward-looking statements for any reason.

Plan of Operations

The Company is a development-stage enterprise,
and has conducted research and development since 2005 relating to plant trials and biofuels strategy development. Currently, AFAI
has more than 40,000 Jatropha trees planted and a comprehensive growth plan in place. The Company’s business plan has three
stages that result in the Company having (1) early-stage revenues (post funding), (2) ownership of feedstock supplies that include
emerging oil-rich opportunities, and (3) an integrated R&D program to provide AFAI with proprietary intellectual property and
improve operating margins for biodiesel manufacture. The three phases are:

·

Phase One – generates early-stage
revenues by utilizing feedstock from oil-rich crops that are growing wild on private lands. AFAI has negotiated long-term contracts
with private farmers that will provide steady and secure access to this wild feedstock for up to 10 years.

·

Phase Two - establishes control over AFAI’s
long-term feedstock needs through the implementation of a wide-scale planting and farming program of second generation oil-rich
crops. This will provide the Company with the ability to maintain stable production and control costs. This phase will also include
the construction of scalable refining capacity to produce 6 million gallons of biodiesel annually.

·

Phase Three - Inclusion of third-generation
feedstock for additional efficiencies and yield expansion.

We have created the first Special Purpose
Vehicle/Entity (“SPV”) with which to finance, construct and execute our business plan in a region of Costa Rica. We
are in discussions with the Overseas Private Investment Corporation (“OPIC”) to provide the Company with $22,000,000
of long-term debt provided the SPV meets certain conditions as set forth by OPIC which include (a) the raising of $8,000,000 of
capital for the SPV from investors other than OPIC, (b) securing off-take agreements for the biofuel produced by the Company and
(c) demonstrating the ability to cost-effectively grow and harvest feedstock with which to produce the biofuel.

Consequently, our plan of operations consists
of:

·

Raising the necessary capital to satisfy
OPIC’s conditions. The SPV has retained the services of an investment banking firm on a nonexclusive basis to advise the
Company with respect to equity structure, financing strategies and capital raising efforts.

·

Securing additional contracts for wild
feedstock in addition to the signed agreements with 150 farmers in the Palmar area of Costa Rica, accounting for approximately
20,000 hectares (48,000 acres) of land.

·

Securing additional contracts beyond the
off-take agreements now signed that account for the sale of up to 3,700,000 gallons of biofuel annually.

·

Negotiating for the purchase of modular
transesterification facilities which will produce the biofuel.

However, we cannot assure that we will
be successful in raising additional capital to implement our business plan. Further, we cannot assure, assuming that we raise additional
funds, that we will achieve profitability or positive cash flow. If we are not able to timely and successfully raise additional
capital and/or achieve profitability and positive cash flow, our operating business, financial condition, cash flows and results
of operations may be materially and adversely affected.

Critical Accounting Estimates

The following are deemed to be the most significant accounting
estimates affecting us and our results of operations.

13

Use of estimates

The preparation of financial statements
in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates, and the differences could be material.

Cash and Cash Equivalents

The Company considers all investments purchased
with original maturities of three months or less to be cash and cash equivalents.

Fair value of financial instruments

The Company follows the provisions of ASC
820. This Topic defines fair value, establishes a measurement framework and expands disclosures about fair value measurements.

Property and equipment

Furniture, fixtures and equipment are stated
at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from
three to five years. Routine maintenance and repairs are charged to expense as incurred, and major renovations or improvements
are capitalized.

Long-Lived Assets

The Company reviews long-lived assets and certain identifiable
intangibles held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. In evaluating the fair value and future benefits of its intangible assets, management performs
an analysis of the anticipated undiscounted future net cash flow of the individual assets over the remaining amortization period.
The Company recognizes an impairment loss if the carrying value of the asset exceeds the expected future cash flows. During the
year ended December 31, 2011 and the nine months ended September 30, 2012, there were no deemed impairments of long-lived
assets.

14

Results of Operations

We had no revenue for the nine months ended
September 30, 2012 and 2011. Accordingly, management believes the most informative discussion is to present expenses and comment
thereon.

Three months ended September 30,

2011

2012

Operating expenses:

Selling, general and administrative

$

412,090

94.8

%

$

262,502

95.4

%

Interest

22,750

5.2

%

12,539

4.6

%

Total operating expenses

$

434,840

100.0

%

$

275,041

100.0

%

Nine months ended September 30,

2011

2012

Operating expenses:

Selling, general and administrative

$

885,508

92.8

%

$

837,200

96.3

%

Interest

68,250

7.2

%

32,141

3.7

%

Total operating expenses

$

953,758

100.0

%

$

869,341

100.0

%

Three months ended September 30, 2012
compared to three months ended September 30, 2011

Selling, general and administrative
expenses

Selling, general and administrative expenses
decreased $149,588 in 2012 compared to 2011. The decrease results both from the impact of limited cash availability on the Company’s
operations as well as the 2011 effort to raise equity capital and prepare for the filing of a Registration Statement on Form S-1
in October 2011. Expenses incurred in 2011 for the latter did not recur in 2012 and include compensation of independent fund raisers
(approximately $61,000) and consultants (approximately $32,000). Related legal and accounting fees decreased by approximately $21,000
in 2012. Travel expense primarily related to the Company’s Costa Rican operations decreased by approximately $17,000.

Interest expense

The reduction in interest expense is the
result of reduced debt principal and lower interest rates in 2012 compared to 2011.

Selling, general and administrative expenses
decreased $48,308 in 2012 compared to 2011. The decrease results both from the impact of limited cash availability in the second
and third quarters of 2012 on the Company’s operations as well as 2011 expenses for our early stage business development
and strategy planning efforts for raising equity capital. Expenses incurred in 2011 for the latter did not recur in 2012 and include
compensation of independent fund raisers (approximately $124,000) and consultants (approximately $125,000). Certain expenses were
incurred in early 2012 for compliance with regulatory requirements associated with stock registration and SEC filing requirements
and resulted in increases in legal and accounting fees of approximately $160,000 in 2012. Other increases in 2012 expense include
travel and farm expense primarily related to the Company’s Costa Rican operations of approximately $20,000 and telephone
expense of approximately $6,000.

Interest expense

The reduction in interest expense is the
result of reduced debt principal and lower interest rates in 2012 compared to 2011.

Liquidity and Capital Resources

The Company has operated since April 2012
with extremely limited available cash. There are no current revenues, and the Company acknowledges that its plan of operations
may not result in generating positive working capital in the near future. Although management believes that it will be able to
successfully execute its business plan, which includes third-party financing and capital issuance, and meet the Company’s
future liquidity needs, there can be no assurances in that regard.

15

Management recognizes that the Company
must generate additional funds to successfully develop its operations and activities to become a seed to pump biofuels company.
Management plans include:

·

the creation of Special Purpose Vehicles/Entities
with which to generate capital for use in a geographic region,

·

the sale of additional equity and debt
securities,

·

alliances and/or partnerships with entities
interested in and having the resources to support the further development of the Company’s business plan,

·

other business transactions to assure
continuation of the Company’s development and operations.

At September 30, 2012 the Company has a
working capital deficiency of $1,969,865, cash of $8,791 and is totally dependent on its ability to raise capital for short-term
funds. We received $50,000 of funding in August 2012 and desperately need additional sources of financing. If such financing is
not obtained, we may not be able to execute our Plan of Operations.

Since January 2010, the Company has raised
a total of $1,889,000 in a series of private placements of debt and equity securities. However, we may not be successful in raising
additional capital, and assuming that we raise additional funds, the Company may not achieve profitability or positive cash flow.
If we are not able to timely and successfully raise additional capital and/or achieve profitability or positive cash flow, our
business, financial condition, cash flows and results of operations may be materially and adversely affected.

Going concern

The Company’s consolidated financial
statements as of and for the three and nine months ended September 30, 2012 have been prepared on a going concern basis, which
contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The
Company incurred a net loss of $1,361,285 for the year ended December 31, 2011 and $869,341 for the nine months ended September
30, 2012. At September 30, 2012 the Company has a working capital deficiency of $1,969,865, an accumulated deficit of $4,267,865
and a net capital deficiency of $1,880,552. The lack of working capital has restricted the Company’s ability to implement
its plan of operations, and the Company needs to continue to incur expenditures to establish its ability to begin commercial operations.
No assurances can be given that the Company will be successful in raising additional capital as discussed above. Further, there
can be no assurance, assuming the Company successfully raises additional funds, that the Company will achieve profitability or
positive cash flow. If the Company is not able to timely and successfully raise additional capital and/or achieve positive cash
flow, its business, financial condition, cash flows and results of operations will be materially and adversely affected.

These matters raise substantial doubt about
the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might
result from the outcome of this material uncertainty.

Recently Issued Accounting Pronouncements

Recent accounting pronouncements issued
by the FASB, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are
not believed by management to have a material impact on the Company’s present or future financial statements.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative
Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

(a) Evaluation of disclosure
controls and procedures

As of the end of the period covered by
this report, we conducted an evaluation under the supervision and with the participation of Craig Frank, our Chief Executive Officer,
and Thomas J. Bohannon, our Chief Financial Officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) and
Rule 15d-15(e) of the Exchange Act). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded
that at September 30, 2012 our disclosure controls and procedures are effective to ensure that information required to be disclosed
by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate,
to allow timely decisions regarding required disclosure.

16

(b) Changes in internal controls

There was no change in our internal controls
or in other factors that could affect these controls during the quarter ended September 30, 2012 that has materially affected,
or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other information

On December 1, 2012, Max Schuftan and Ned L. Siegel both resigned
as directors.

6. Exhibits

Exhibit No.

Description

31.1

Certification of Craig Frank, Chief Executive Officer and President, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

In accordance with Section 13 or 15(d)
of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: January 22, 2013

ALTERNATIVE FUELS AMERICAS, INC.

By:

/s/ Craig Frank

Craig Frank, Chief Executive Officer and President

By:

/s/ Thomas J. Bohannon

Thomas J. Bohannon, Chief Financial Officer

18

EX-31.1
2
v326293_ex31-1.htm
EXHIBIT 31.1

Exhibit 31.1

CERTIFICATIONS

I, Craig Frank, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Alternative Fuels Americas, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.

Designed such disclosure controls and procedures or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared;

b.

Designed such internal controls over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of
directors:

a.

All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.

Dated: January 22, 2013

By:

/s/ Craig Frank

Craig Frank, Chief Executive Officer and President

EX-31.2
3
v326293_ex31-2.htm
EXHIBIT 31.2

Exhibit 31.2

CERTIFICATIONS

I, Thomas J. Bohannon, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Alternative Fuels Americas, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.

Designed such disclosure controls and procedures or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared;

b.

Designed such internal controls over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of
directors:

a.

All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.

Dated: January 22, 2013

By:

/s/ Thomas J. Bohannon

Thomas J. Bohannon, Chief Financial Officer

EX-32.1
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v326293_ex32-1.htm
EXHIBIT 32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002

In connection with
the Quarterly Report of Alternative Fuels Americas, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended
September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Craig
Frank, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and

2.

The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company

Dated: January 22, 2013

By:

/s/ Craig Frank

Craig Frank, Chief Executive Officer and President

EX-32.2
5
v326293_ex32-2.htm
EXHIBIT 32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002

In connection with
the Quarterly Report of Alternative Fuels Americas, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended
September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas
J. Bohannon, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to
my knowledge:

1.

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and

2.

The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company

The Company is obligated under operating lease agreements for its corporate office, which expires January 2013, and for land in Costa Rica for use in its planting and farming operations, which expires in 2020. There is an option to extend the Costa Rica lease for an additional 10 years.

A general description of the nature of the existing leasing arrangements of a lessee for all operating leases including, but not limited to: (1) rental escalation clauses; (2) renewal or purchase options; (3) guarantees or indemnities, if any, (4) restrictions imposed by lease arrangements; (5) unusual provisions or conditions; (6) contingent rentals, if any; and (7) lease expiration dates.

Rental expense incurred for leased assets including furniture and equipment which has not been recognized in costs and expenses applicable to sales and revenues; for example, cost of goods sold or other operating costs and expenses.

Theaccompanying unaudited condensed consolidated financial statements of the Company and the notes thereto have been prepared in accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange commission (“SEC”). The December 31, 2011 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited financial statements and the notes thereto that are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on May 21, 2012.

The information presented as of September 30, 2012 and for the three and nine months ended September 30, 2012 has not been audited. In the opinion of management, the unaudited interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2012, the condensed consolidated results of its operations for the three and nine months ended September 30, 2011 and 2012, and its condensed consolidated changes in net capital deficiency and cash flows for the nine months ended September 30, 2012. The results of operations for the three and nine months ended September 30, 2011 and 2012 are not necessarily indicative of the results for the full year.

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and the differences could be material

Concentration of credit risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash. Management believes the financial risks associated with these financial instruments are minimal. The Company places its cash with high credit quality financial institutions and makes short-term investments in high credit quality money market instruments of short-term duration. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits.

Cash and cash equivalents

The Company considers all investments purchased with original maturities of three months or less to be cash and cash equivalents.

Fair value of financial instruments

The Company follows the provisions of ASC 820. This Topic defines fair value, establishes a measurement framework and expands disclosures about fair value measurements.

The carrying amount of financial instruments including cash, accounts payable and accrued expenses, and notes payable approximates fair value at December 31, 2011 and September 30, 2012.

Property and equipment

Furniture, fixtures and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Routine maintenance and repairs are charged to expense as incurred, and major renovations or improvements are capitalized.

Long-lived assets

The Company reviews long-lived assets and certain identifiable intangibles held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the fair value and future benefits of its intangible assets, management performs an analysis of the anticipated undiscounted future net cash flow of the individual assets over the remaining amortization period. The Company recognizes an impairment loss if the carrying value of the asset exceeds the expected future cash flows. During the year ended December 31, 2011 and the nine months ended September 30, 2012, there were no deemed impairments of long-lived assets.

Reclassifications

Certain amounts in 2011 were reclassified to conform to the 2012 presentation. These reclassifications had no effect on consolidated net loss for the periods presented.

The entire disclosure for the basis of presentation and significant accounting policies concepts. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Accounting policies describe all significant accounting policies of the reporting entity.